On 1 October 2009, further elements of the Companies Act 2006 came into effect which will be of interest to charitable companies and their trading subsidiaries.  The changes are as follows:

1)       The company name and number needs to be included either in the trustees/directors report, the audit report or the balance sheet.

2)       Accounts must only be signed in black ink.

 

Accounts that do not comply with these new requirements are likely to be rejected by Companies House.

 

The act also brings in the introduction of a service address for directors.  Service addresses (for example the Charity’s head office) will be publicly available, but a director’s residential address (currently in the public domain unless a ‘Confidentiality Order’ is in place) becomes only available public authorities and credit reference agencies.

 

On 1 October, any residential addresses currently held by Companies house will automatically become the director’s service address.  In order to take advantage of this change, charities will need to inform Companies House of the new address.

 

Louise Giles is a charities expert and a manager at Mercer & Hole.  If you would like to discuss the contents of this post with Louise you can call her on 01727 869141. 

 

We will be blogging on SME Plus Blog and Tax Plus Blog on Pre-Budget Report day.  If you do not already subscribe to our blogs click here for SME Plus Blog or here for Tax Plus Blog to ensure you get our comment and analysis as and when it happens. 

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Just as a reminder Companies House has now increased the penalties for late filing of accounts on or after 1 February 2009. It is the actual filing date which is relevant, not the original due date, i.e. accounts which were due before 1 February 2009 will still attract the new penalties if filed on or after that date.

For private companies or LLPs, the penalty for filing up to a month after the due date will be £150 (increased from £100). But the penalty then escalates so that accounts more than six months late incur a penalty of £1,500. Full details can be found on the Companies House website.

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Charitable Incorporated Organisations

Did you know incorporated charities have to comply with the requirements of both the Charities Commission and Companies House?

This can be quite an administrative burden, both repetitive and in many cases unnecessary. Company law is focused mainly on commercial companies and activities, and not entirely applicable to many charities.

The Charities Act 2006 should allow Charitable Incorporated Organisations to be formed that are regulated by the Charities Commission only. I can imagine this will be very welcome news for a number of treasurers!

(anticipated to commence summer 2008)

Registration

If you’re a charity with annual income less than £5,000, then you no longer have to register with the Charities Commission… This threshold has been increased from £1,000 as part of the Charities Act 2006.

The £5,000 registration threshold also now applies to charities with permanent endowments and those with occupation/use of land. Previously no such exemption was granted.

For further information
Charities Commission:
http://www.charitycommission.gov.uk/spr/charbill.asp

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With the increase in company fraud involving the lodging of forged statutory forms with companies house it is now important that every company considers using internet filing to ensure it keeps its statutory details up to date and “safe”.

Applying for internet filing is straight forward. Go to the Companies House website and look for the web filing icon. You will need to provide an e mail address and then within 10 minutes you will get a security code. Then within five days the company will be sent (at its Registered Office – so check it is correct !) a company authentication code. Both codes are required to sign in and submit data.

Not all forms can be submitted by this route. However most that are in regular use are including; the Annual Return, 225 (change of accounting reference date), 287 (change of Registered office), 288a, 288b, 288c (changes in directors and company secretary), 88(2) (the allotment of shares), 123 (change in nominal share capital) and DCAs (dormant company accounts). You can even file audit exempt abbreviated accounts.

Whilst using internet filing at Companies House should solve a number of issues it is not without its own complications - see http://www.companieshouse.gov.uk/about/miscellaneous/misc1.shtml

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When completing the audit of one of my clients this week we noticed that the company’s registered office address had mysteriously changed. 

My surprised client had never heard of the address some 50 miles away. We obtained a copy of the signed form 287 from companies house and it became apparent that the director’s signature had been forged

and someone, not connected with the company, had changed the Registered Office address.

Unfortunately, I have heard of this before. A fictitious party purchases assets with a credit agreement using the company’s details and a “fake” Registered Office (which the lender checks at Companies House) to complete the deal. They then take (and probably sell) the assets leaving the liability with the company.

My client has contacted Companies House and the police - we can now only wait to hear from any lenders who think they have an agreement in place with the company.

There is clearly a lack of control over the current paper system and going forward my client will be using internet filing at Companies House - although this is not without its own complications (see http://www.companieshouse.gov.uk/about/miscellaneous/misc1.shtml)

So my advice is to keep an eye on your statutory details and apply for internet filing as soon as you can.

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